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Timken.Com: Board of Directors General Policies and Procedures

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2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. Director Orientation and Continuing Education. The Company will provide an orientation program for new directors that includes presentations by senior management. Additionally, management will provide opportunities for all directors to become familiar with the Company’s strategic plans, business and operations, significant financial, accounting and risk management issues, and other matters of importance to the Company. This will include visits to the Company’s significant facilities. 1 2019 Director Election The election of directors shall be subject to the Policy of the Board of Directors Relating to Majority Voting, attached hereto as Appendix A. Board Composition Independent Directors. The majority of Board members will be independent directors under the rules of the New York Stock Exchange (“NYSE”) and applicable law. Appendix B sets forth certain categorically immaterial relationships that do not impair a director’s independence to assist the Board in making its independence determinations. Size of the Board. The Amended Regulations of the Company provide that the number of directors shall be not less than nine nor more than eighteen. Positions of Chairman and Chief Executive Officer. The Chairman and the Chief Executive Officer (“CEO”) shall be elected by the Board, and both shall be directors. The roles of the CEO and the Chairman may be separate or combined. The Board may also elect a Vice Chairman. Position of Lead Director. The independent directors may select annually an independent director to serve as Lead Director. Duties of the Lead Director may include: (a) developing agendas for, and presiding over, the executive sessions of the independent directors, (b) reporting the results of the executive sessions to the CEO and Chairman, (c) providing feedback as required to the other directors on the issues discussed with the CEO and Chairman, (d) serving as a liaison with the CEO, Chairman and independent directors, (e) presiding at all meetings of the Board at which the Chairman is not present, (f) approving information sent to the Board, (g) approving agendas for Board meetings, (h) approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items, (i) calling meetings of the independent directors, and (j) ensuring that he or she is available for consultation and direct communications with major shareholders as appropriate. Changes in Professional Responsibility. Any director experiencing a change in primary occupation, position or primary business affiliation, including retirement, shall submit a letter of resignation promptly to the Chairman, conditional upon acceptance by the Board. The Board shall determine whether or not to accept the resignation based upon the effect such change may have upon the director’s ability to serve as an effective director. Additional Board Service. A director of the Company who serves as a Chief Executive Officer of a public company shall not serve on more than two boards of public companies in addition to the Company’s board. A director who is not a Chief Executive Officer of a 2 2019 public company shall not serve on more than four boards of public companies in addition to the Company’s board. The Board may determine exceptions to these limits on an individual basis. Directors of the Company shall notify the chair of the Nominating and Corporate Governance Committee before accepting a position on another for-profit or not-for-profit company board. Additionally, executive officers of the Company shall request approval of the Chairman of the Board before accepting a position on another for-profit company board. Retirement Age. It is the policy of the Board that no director may stand for election after reaching the age of 75. The Board may determine exceptions to this policy on an individual basis. Director Compensation It is the policy of the Board to provide a mix of equity and cash compensation to non- employee directors. Proposed changes in director compensation initially shall be reviewed by the Compensation Committee, but any changes shall require the approval of the Board. The Compensation Committee periodically shall review the status of director compensation in relation to other comparable companies and other factors the Committee deems appropriate, and shall discuss the results of its review with the Board. Board Meetings Agendas. The Chairman and the CEO will establish the schedule and agendas for meetings of the Board, taking into consideration suggestions by other directors. A copy of the agenda and relevant background materials will be provided to the directors before each meeting. Information. In order to enhance the directors’ understanding of the business and focus discussion at Board meetings, concise written information regarding the Company’s performance will be distributed regularly to the Board. Directors will maintain as confidential all matters received in that capacity and all discussions pertaining to their service as Board members. Schedule. By September, the schedule of meetings for the ensuing year will be distributed to the directors. Executive Sessions of Independent Directors. The independent directors will meet in executive session without management present at least quarterly in conjunction with regular meetings of the Board. Presentations. Senior management may invite to Board meetings officers and other key associates who can provide additional insight into items being discussed, or whom senior management believes should be given exposure to the Board. 3 2019 Access to Employees and Advisors. Directors shall have full access to officers and employees of the Company and, as necessary and appropriate, the Company’s independent advisors, including, but not limited to, legal counsel and independent accountants and auditors. Additionally, the Board and its committees shall have the right at any time to retain independent outside financial, legal or other advisors. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and, to the extent appropriate, will provide to the Chairman and CEO copies of any written communications. Board Interaction with Investors, Media and Others. The Board believes that senior management speaks for the Company. From time to time, individual directors may meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that directors would do so with the knowledge of the Chairman and senior management and, in most instances, at the request of the Chairman or senior management. The Board will establish a method for interested parties to communicate directly with the independent directors as a group. Board Committees Standing Committees. Consistent with NYSE listing requirements, the Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. All of the members of those committees will be independent under the criteria established by the NYSE and applicable law. The Board may also establish an Executive Committee of not less than three members with powers and duties described in the Company’s Amended Regulations. Appointment of Committee Members. The Nominating and Corporate Governance Committee will recommend to the Board for its approval directors to serve as members and chairs of each standing committee. Committee Charters. The charter for each of the standing committees shall be available on the Company’s website, and copies of the charters will be made available upon request to the Corporate Secretary. The Nominating and Corporate Governance Committee will review the charters of the
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